Exhibit 10.1


 


 


 


May 25, 2018





William Fodor, PhD





236 Wildcat Road


Madison, CT 06443


 


Dear Bill,


 


I am pleased to make you an offer of employment for the position
of Chief Scientific Officer at Biostage, Inc. (OTCQB: BSTG). This position will report directly to Jim McGorry, CEO. Your start
date will be on or before Monday, July 2, 2018. Your bi-weekly salary will be $11,730.77 paid as earned and which is the yearly
equivalent of $305,000.00. Please note that all Biostage employees are required to have their bi-weekly pays direct-deposited.


 


I am also pleased to inform you that you will be a participant
in Biostage’s Equity Incentive Plan, and that you will receive a grant of 209,286 options for common stock on the grant date.
This represents a grant equivalent to 2.75% of the Company’s fully-diluted common shares outstanding of approximately 7.6
million shares. As we discussed, the grant date is still to be determined by the board of directors, but it is currently expected
to be on or about May 29, 2018. The options’ exercise price will be the closing price of Biostage’s common stock on
the grant date. I anticipate that your option grant will vest 50% in time-based vesting over four years and 50% based on performance
measures tied to company milestones.


 


Biostage offers a very competitive and comprehensive benefits
package including major medical (Tufts Health Plan HMO or PPO) and eye care, BCBS dental, life and disability insurance and a retirement
(401K) plan with company match. I have attached a one page benefits summary for your review. Peter Chakoutis will provide you with
a comprehensive benefits packet in the next day. You will also earn four weeks of vacation and six personal days.


 


As is standard with positions such as this, you must sign an
agreement to protect and hold confidential all proprietary and confidential information regarding Biostage, any of its affiliates,
its customers and employees both during and after the period of your employment. You must also acknowledge that any inventions,
discoveries, processes and/or improvements developed by you in the course of your employment or in any way resulting from your
employment with us remain the property of the Company exclusively.


 


Upon acceptance of this offer, we will formalize our arrangement
with a written employment agreement. That employment agreement will provide for a defined severance period upon termination in
the event your employment is terminated by the Company without “cause” or by you for “good reason”. “Cause”
and “good reason” are terms that will be defined in the employment agreement, and will be in keeping with the definitions
used in the Company’s other written employment agreements.


 


Please note this offer is contingent on a review of the results
of a background check and a drug screen.


 






     


    	 	 



    




 


Bill, we are excited by the prospect of you joining us as a
member of the Company’s senior management team.


 


Please acknowledge your acceptance of this offer of employment
by signing and returning a copy of this letter to me. At that point, Human Resources will provide you with the necessary paperwork
for completing your background check and drug screen.


 


 





	/s/ Tom McNaughton	 	/s/ William Fodor	 
	 	 	 	 
	Tom McNaughton, CFO	 	William Fodor, PhD	Date June 4, 2018
	Biostage, Inc.